Grounded
by Skylark Starflower
Summary: After a run in with Arcee turns to commiseration, Knock Out tells the tale of how he met Breakdown and became his partner.
1. Prologue

Author's Note/Disclaimer: I don't own Transformers; I just like screwing around in their world with fanfic. Please don't sue!

Whelp… I wanted to write a fic about how Knock Out and Breakdown first met, and this is what I came up with. Forgive me if it sucks, I'm kinda screwing around with G1 and Prime here, mostly just trying to adapt a few G1 characters into the Prime continuity that haven't shown up in the cartoon yet. I haven't even finished plotting out the actual story. This prologue jumped into my head almost fully formed, so I had to write it down. It's the first thing I've written and been happy with in about 3 years. Stupid writers block. And things. Whatever. On with the story!

"Grounded"  
By Skylark Starflower  
Started June 14th, 2012

**Prologue**

He clenched and unclenched his servos, feeling the unfamiliar sensation of the joints catching. The damage wasn't enough to hinder him in his work; Cybertronian medics didn't rely upon the deftness of their digits the way humans did, but it was still irritating.

He tried not to think of the myriad scratches, chips and dents decorating his finish since the incident in New York, but it was difficult. You never really notice how many reflective surfaces there are surrounding you until you no longer wish to see yourself in them.

Being in such a state was driving him mad, but there was little he could do to fix it. Breakdown was the one with the buffer skills, and without him, he couldn't even reach all his parts. No one else on the Nemesis could or would help him. Without Breakdown he was completely on his own.

Breakdown. Knock Out couldn't stand to even hear that name anymore. Things weren't so bad now as they had been several cycles ago, when he had been unable to function at all from the sorrow. Even Lord Megatron had let him be, but he wasn't fooling himself. There was no concern for his welfare in Megatron's gesture, only the desire to keep his medic alive for as long as he needed him.

His servos were starting to tremble, as they always seemed to do when he started thinking about his lost partner. The frustration and loss he had been repressing over the last few cycles continued to build until the rage finally boiled over. He let out a furious scream, grabbed the nearest object that wasn't nailed down and threw it across the room as hard as he could, where it shattered again the wall. Several more unlucky tools followed suit as he tore his med bay apart, mad with grief. He only stopped when an ill-fated Eradicon entered the room and nervously announced his presence.

"Uh… Knock Out, sir?"

"What?" Knock Out snarled, turning to the face the 'bot.

The Eradicon backed away, deciding in that short moment that whatever he wanted, it wasn't worth dealing with Knock Out's hostility. "Um, nothing. Never mind," he replied, and beat a hasty retreat.

At least the interruption had served to calm the red medic somewhat and he stood, still shaking, in the middle of his med bay. He took a quick survey of the damage caused; a vast majority of his tools now lay scattered, some broken, across the floor. It wasn't just his finish he preferred to keep impeccable and now the mess was yet another thing preying on his mind.

He continued to stare at the disaster for several seconds more before letting out a derisive snort and leaving the med bay. Moving quickly, his mind filled with a single purpose, he headed to the Nemesis' ground bridge. Luckily for him, there was no one around to stop him as he set the coordinates and activated it. Transforming into vehicle mode, he revved his engine and shot through.

The feeling of asphalt beneath his wheels had the effect he was hoping for. Though not returning him fully to good humour, it did make him feel better. It would be perfect if Breakdown were there, driving by his side.

Knock Out revved his engine angrily, speeding up. He was here to distract himself from such disheartening thoughts. Concentrate on the speed, concentrate on taking the turns, feel the wind as you cut through the air, bending it around your body. Forget everything else. Knock Out was so distracted by his driving, he failed to notice the tail he picked up until it was right behind him. By then, it was too late.

Arcee transformed into robot mode, using her momentum to propel herself forward through the air and onto his roof. "What's Megatron got you out looking for now?" she demanded.

"Nothing! Get off!"

He swerved, attempting to shake her loose. It didn't work; instead, she leapt free and changed back into her vehicle mode before ramming into his side, attempting to run him off the road and force him into robot mode. Instead of allowing her to overpower him, he shifted into robot mode to deftly sidestep her next attack, so that it was she who ended up in the dirt.

"I don't want to fight, so just leave me alone!"

Arcee ignored him and once more changed into robot mode before turning to charge him. He rolled his optics in exasperation and prepared to meet her head on. He had learned from previous experience that, while smaller, she was faster and could still deliver a heavy hit. He had a hell of a time dodging her attacks as they came, fast and furious.

She couldn't keep it up forever, and soon she backed off, and the two began to circle each other slowly, looking for an opening.

"Primus, you look awful," Arcee said after getting a good look at him. "Still haven't gotten a chance to clean up since catching that train?" Knock Out's expression darkened, but he didn't move to attack, so she continued to bait him. "Where's that big blue bozo you're partnered with?"

Arcee had no idea about Breakdown's fate, so Knock Out's reaction came as a surprise to her. The Decepticon froze, a stunned look flashing across his features before the pain and anger took over. He let out a wounded, scornful shriek unlike anything she had ever heard before and attacked, totally losing it. The Autobot female wasted no time in taking advantage of his loss of control and soon had him on the ground and at her mercy. She hesitated, unsure of what to do with him.

"What are you waiting for? Just do it, put me out of my misery!"

The suffering in his voice took Arcee aback. "What the scrap is wrong with you?" she growled. She wasn't planning on snuffing his spark, especially since she was beginning to recognize his behaviour. It was reminding her very much of how she had acted after the losses of both Tailgate and Cliffjumper. She wasn't certain what was bothering Knock Out, but she was quick on the uptake and could hazard an educated guess. "Did something happen to -?"

"He's dead!" Knock Out's voice broke as he interrupted the femme-bot. "That… that pit-be-damned spider tore him apart!"

Arcee immediately retracted her weapons and stood back, allowing the red medic to sit up as he buried his face in his servos. She surprised herself yet again as she realised just how much she pitied him at that moment. _Primus_, she thought, _he's grieving. He actually misses his friend._

She understood what he was going through, having herself lost a partner to Airachnid. She thought it might make him feel better to know that the spider was currently in stasis lock at the Autobot base, but decided not to tell him. They didn't need to have him trying to locate the base just so he could exact revenge, as much as Arcee could understand the sentiment.

Not really sure what to do, she began to pace. She had to wonder if there was something seriously wrong with her, given that she really wanted to do something to comfort him. The answer was obvious; she could hear Optimus' voice in her head, saying something schmaltzy about comfort and understanding being the right of all sentient beings.

With a sigh, she walked to his side and gently placed her servo on his shoulder. He jumped before looking up at her, his face smudged with tears.

"You look like you could use someone to talk to."

Knock Out became somewhat petulant as he wiped at his optics. "What would you know?"

"I got to watch as Airachnid tore my partner apart back on Cybertron. Despite what you may think, we have some common ground… and fragged if you don't seem like you could use a friend right now."

Knock Out continued to sulk in silence for several moments, considering what Arcee said. He let out a sardonic chuckle. "It's pretty pathetic when I have to look for sympathy from an Autobot."

"Why? Don't the other Decepticons care?"

Knock Out snorted. "Breakdown was the only one who really gave a damn about me."

"If life with the other Decepticons is so bad, then why don't you leave? I'm sure Optimus would be willing to take you in."_ Against all better judgment_, she added mentally.

Knock Out stared at her in silence before bursting out laughing. Arcee's expression was unamused. "I'll let that go because I understand where it's coming from."

Once he got himself under control, Knock Out replied. "Seriously, you know as well as I do that it would never work. I am what I am, and the only place where I really fit is gone now."

"You and Breakdown were really close, huh?"

The Decepticon sighed. "I … loved that big, dumb brute."

"Oh…"

"Do you think it strange?"

She shook her head. "Not really. I just wouldn't figure Breakdown to be your type."

A wistful smile played across Knock Out's face. "Yeah, me neither. How we met… well, it's a strange story."

"Tell me about it?"

"It's a bit long. You sure?"

"Believe me, I've got the time."


	2. Chapter One: First Impressions

Author's Note/Disclaimer: Don't own it, please don't sue. You know, the usual.

So, I finally got off my lazy, procrastinating butt and typed this. I apologize for the long, long wait, but I think it'll be worth it. I totally reworked my original idea in the few months between writing the prologue and continuing the story, so a few things from the prologue don't quite mesh anymore, but it's nothing terribly serious. Also, I've based part of this story on something Starscream said to Knock Out in Deus Ex Machina, and the way in which I've seen some of the fandom react to it. I just really liked the idea, so I took it and ran. I hope you don't find it too off-putting, and I promise everything will make sense by the time the story is finished. Also, while it's not necessary to have read the novels by Alex Irving, Transformers: Exodus and Exiles, to understand this story, I did use them as a basis for this fic.

That's all; now feel free to read on! Or not—whatever floats your boat.

Chapter One: First Impressions

"The Decepticon went that way! Find him!"

The Autobot's words rang through the bombed out town. Slipping into the shadow of a pile of rubble, their quarry took a moment to rest and figure out what to do next. He had been ignored when he tried to explain that he wasn't a Decepticon. He wasn't an Autobot, either, choosing neither side and attempting to avoid the fighting.

He caught sight of movement around another building to his right, the Autobot spotting him as he tried to shift position.

"Over here, I see him!"

Scrap. He could hear the rest of the team gathering behind him as he made a break for it. The terrain was tricky to navigate by foot, and prevented him from reaching top speed so he switched to his alt-mode, launching into the sky as laser fire began to cut through the air around him.

For a moment, he almost thought he would get away unscathed, his speed practically unrivalled in the a skill of which he was immensely proud, but several of the blasts found their mark. He let out a pained cry as his back end started to smoke, but the injury wasn't bad enough to drop him immediately. He poured on as much speed as he could, still easily outdistancing the Autobot patrol.

He was slowing and losing altitude, but his sensors told him he had left the grounders far behind. He could no longer see the town he had been using for cover; the ground was opening up into the badlands. It probably wasn't the best time to discover that the damage done to him was worse than he first through.

One of his wing flaps locked, sending him into a tailspin. He did what he could to straighten out, but the ground came up too fast. He smacked into it hard, shifting back into bot mode in an attempt to roll into the impact and lessen it, but the ground was too rough. He bounced and tumbled several more metres before finally skidding to a stop.

On the edge of consciousness, his optics damaged and flickering, he could just barely make out the shapes of several bots approaching. In his damaged state, he didn't worry about whether they were friend or foe. There wasn't much he could do about it one way or the other.

He slipped into unconsciousness just as one of them reached his side. He thought he saw the colour blue…

X X X

When he came to, he was surprised to find that he felt no pain. Either the damage was extremely severe, or else someone had deactivated his pain receptors. Either was just as likely. After a moment, it also became clear that his optics weren't going to activate. He could hear several others chatting nearby, but he couldn't see who they were.

One of the voices broke off from the conversation, but it took the flyer a moment to realize it was now talking to him. "What?" he asked.

"Sorry, just asked how you were feeling."

"Pretty good, all things considered. Did someone deactivate my pain receptors?"

"Yeah. The damage is pretty bad, and Motormaster didn't want to listen to you screaming. What's your name?"

"Knock Out. You?"

"Breakdown!" This voice was new, and didn't sound happy. "Leave the Seeker alone! It's enough that we're taking him with us, you don't need to be friendly with him, too!"

Knock Out could feel the bot next to him cringe.

"Sorry. I'll try to talk with you more when Motormaster's in a better mood. Oh, and don't worry about your optics. I'm sure the medics will be able to repair them."

Knock Out didn't reply, aware of the other bot leaving his side. With nothing else better to do, he twitched his wings just to make sure they were still where they should be. He knew they weren't going to be flight-capable in his current condition, but knowing they were still attached did much to ease his tension.

He was on some sort of transport, though where it was going, he had no idea. He wasn't even sure who had rescued him; if they were Autobots, Decepticons or some other faction entirely.

He tried to sit up, but found that he was damaged too much to even manage that. He normally wouldn't care for having his pain receptors turned off, but given his current condition, he didn't really mind. It was better than being a screaming mess, for sure. As it was, he stopped trying to move, in case he was hurting himself more without realizing. Sitting still and keeping quiet, he began to eavesdrop on the banter around him, hoping to find out more about the mechs he was with and where he was.

"Ha, you should have seen 'em fly! And when he landed, he bowled over two more!"

"I bashed that red bastard into scrap! He never saw me coming!"

"Do ya think we'll see Starscream when we get there?"

"Who cares? I just wonder if Lord Megatron will be pleased with the outcome."

Knock Out stopped paying attention, realizing with a start that he was on a Decepticon convoy. He had heard the same news as everyone else in the days leading to the war, and the Decepticons were widely condemned as the aggressors who had started the whole thing. He had never really looked into it, since he had never planned on taking a side, much preferring to stay as far away from the fighting as he could. War was hell on one's paint job.

Now however, he began to consider his options. Could the Decepticons really be as bad as everyone said? After all, he would be scrap by now if it hadn't been for them. He wouldn't even be in this mess if it wasn't for the Autobots. If they had listened when he told them he wasn't aligned with anyone, instead of just believing what they wanted, he never would have been shot down in the first place. That really didn't sound like the kind of thing done by those who were supposed to be the good guys.

Knock Out was still mulling this over when he felt someone sit down next to him. The other bots surrounding them continued to talk in loud, excited voices, but whoever had chosen to sit with him remained silent. He couldn't think of anything to say; so said nothing. It was a long moment before his companion finally spoke.

"We're headed to Kaon, in case you're wondering. Motormaster's busy discussing something with Onslaught, so we should be able to talk now. I'm Breakdown, by the way."

There was only one thing Knock Out needed to know. "Why did you save me? You must know I'm not a Decepticon, though I'm not an Autobot, either. Isn't it a waste of time and resources to rescue someone like me?"

Breakdown's laugh was sheepish. "That's true, but it didn't occur to me at the time. It just seemed like the right thing to do. Don't worry, I convinced everyone else that you are a Decepticon; otherwise Motormaster never would have let us take you. It was pretty easy, since most flyers are, anyway."

Knock Out didn't reply right away. He was grateful for the unexpected kindness he was being shown. After surviving on his own for quite some time, he was wary of other bots, as they had a tendency to turn on him in a hurry. Even the Autobots had attacked him without provocation.

"…Thank you." The words had never come easy to the red bot, but he felt Breakdown deserved to hear them. "I'd be scrap right now if it weren't for you."

"Come on, there's no need for that."

"I mean it. No one else would have bothered. Thanks."

"Heh, I guess you're welcome then."

The two went quiet. Knock Out had to wonder why Breakdown was even bothering to talk to him. He was as safe as he could get and on his way to Kaon for repairs, it wasn't like he needed to be looked after at this point. It wasn't like he could go anywhere in his current condition, anyway. There was no need for the Decepticon to be chatting with him. Motormaster was right; Breakdown should have been leaving him alone. Ultimately, Knock Out didn't mind the company, so he didn't complain.

Breakdown broke the silence. "So, what did you do before the war? It's just that I thought all the flyers were part of Starscream's air force in Vos."

"It's true, most of them were. I suppose it's because I'm a little small that I was put into a different job. Maybe they thought I wouldn't be able to handle military work? I don't know.

"Either way, I guess you could call me a messenger. They never really did give my position a real title. I lived in Iacon, and I delivered things for the Senate, packages and such, but mostly I passed around letters between the senators. You know, stuff they wanted to keep off the Grid." Knock Out let out a sigh. "I've always had an interest in science and medicine, but thanks to the caste system, I never had the chance to try. I feel my true talents have been going to waste. There's more to me than just a pretty frame and a turn of speed."

"'Pretty frame'? I hate to break it to you, but after that crash…"

"Yeah, I must look dreadful, huh? It's probably best I can't see."

"I'm pretty good at buffing. I can fix it for you if I get a chance before we get to Kaon."

"I'll take you up on that offer."

A hush descended once more. Knock Out could feel that Breakdown wanted to ask him something, but he wasn't going to rush him. It had been a long time since he last had a friendly exchange with anyone, and he didn't want to ruin this. He had a feeling he knew what the question was going to be, and was proven correct when Breakdown next spoke.

"If you don't mind my asking, why didn't you choose a side?"

Even though he had been expecting it, Knock Out couldn't answer right away. He had an answer, but in hindsight, it seemed extremely petty. He didn't want to offend Breakdown. The other mech seemed like a decent fellow, but he was also a Decepticon. If he could choose a side, why couldn't Knock Out?

"I'm not much for fighting, to be honest. It tends to ruin one's finish. And it's not like I have any real skills. I'm fast, that's about it. Also… until now, neither side was all that appealing."

"I'm sure Lord Megatron could find a way to make use of your skills. Take me, for example. I was in construction before the war. Never very good at building things, but I could tear things down, easy." There was the sound of transformation, and Breakdown continued. "It wasn't hard at all to turn this hammer of mine from a tool for demolition into a weapon for war."

Before Knock Out could continue, there came the sudden sound of a servo striking someone, and Breakdown let out a yelp. Another voice broke into the conversation.

"What did I tell you about talking to the Seeker? Now go join the others; we're almost there."

Breakdown didn't get the chance to say goodbye, or at least that's the impression Knock Out got. After everything they had talked about, it seemed unlikely Breakdown would just go without a word. The intruder, this Motormaster, obviously wouldn't let him.

Knock Out frowned. He wondered if he would ever talk to Breakdown again.


End file.
